R. HarrisBoard Orientation1 Leadership Orientation

Board Orientation 1R. Harris

Leadership Orientation


Ground Rules

Ask questions as they arise. Think in terms of your role as a director;

responsible for the well-being and future of this organization.


Purpose of Board Orientation

To focus on the strategic direction, mission and goals of the organization.

To manage risks associated with leadership.


The DBA’s Objectives

"To promote justice, its administration and its availability to all sectors of society; to support and assist the membership in the delivery of legal services; to uphold the honor and dignity of the bar and foster respect for the legal profession; to encourage a thorough and ongoing legal education; to promote prompt and efficient dispute resolution; to cultivate good relations among all lawyers of Denver; to perpetuate the history and tradition of the profession and to do all things necessary to further these objects and purposes."


Governance Organizational Chart

President


The Tools of Governance

The Bylaws Articles of Incorporation Policies & Procedures Strategic Plan or Goals Budget for Current Year Position Statements or Platform


Board Responsibilities

Determine and understand the organization’s mission and purposes.

Ensure organizational planning and goal setting.

Manage the organization’s resources. Determine, monitor and strengthen

programs and services for members.


Board Responsibilities

Promote the organization’s image. Ensure legal and ethical integrity in the

organization. Help recruit new leaders. Assess and measure organizational

performance.


The Board - Staff Relationship

Two Elements, One Team Board focuses on governance; being

visionaries; strategically moving forward. Staff manages the day to day operations. Avoid micromanagement.


Practical Steps for Bd. Service Attend all board meetings. Start and end meetings on time. Study and understand the mission

statement, bylaws, policies and goals. Prepare for meetings by reviewing the

agenda and supporting documents. Treat information and discussions as

“confidential.”


Practical Steps for Bd. Service

Promote the organization to others. Recruit future leaders to help govern the

organization. Stay current on issues and trends Readily communicate with the office for

needed information and assistance.


Role of the President

Serves as chief elected officer of the organization.

Presides over all meetings or designates a person to do so.

Interfaces with the chief staff officer (executive director).

Appoints committee leaders in accordance with bylaws.


Role of the President-Elect

Serves in the absence of the president. Performs such duties as identified in the

bylaws or assigned by the president. Co-Chair the Barristers Benefit Ball


Role of the Treasurer

Oversees all funds and financial records. Prepares an annual budget for approval. Keeps records of all income and expenses. Responsible for filings required by law

associated with finances. Chairs the Budget Committee. Performs such duties as identified in the

bylaws or assigned by the president.


Role of the Past President

Adds continuity to the board, especially during transition.

Assists the elected president as needed.


The Board of Trustees

The board shall manage the affairs of the association, supervise the work of all committees, have general supervision of the property of the association, keep a record of its proceedings relative to the finances and property of the association, and shall report to the members any business which, in the judgment of the board, requires action by the association.


Financial Responsibilities

The board should carefully review all financial reports.

The treasurer should prepare and propose an annual budget.

The treasurer, with staff assistance, will present a financial report for the previous period, at each meeting.

An annual audit should be performed by an independent accountant.


Committees

Standing Committees - found in the bylaws, are ongoing.

Ad Hoc & Task Forces - appointed as needed, disbanded upon completion of task.


Board Meetings

Preparation Notice and materials will be distributed well in

advance of meetings. Review the agenda to determine how you

should prepare for the discussions. Prepare any written reports and provide to staff

in advance of the meeting.


Board Meetings

The Agenda The agenda is prepared with the input of the

chief elected officer, staff, with consideration of current issues, member needs and pending business.

If you have input for the agenda, be sure to provide it to the chief elected officer, or staff, well in advance of the meeting.


Board Meetings

Minutes Minutes are a legal record of the meetings. They are not a record of side conversations or a

reminder document for leaders and staff. The minutes are to be approved at the next

convened meeting of the board.


Board Meetings

The Rules of Order Procedural rules are used to maintain order at

meetings. All persons must be recognized by the chair

before speaking. Time limits may be set on certain topics. Learn the basics of rules of order to be sure

motions and procedures are understood to your benefit.


Volunteer Immunity LawsOften Misunderstood Fed. Volunteer Protection Act passed in 1997. Adopted by most states. Indemnifies volunteers if they act of behalf of

organization with good judgment. Does NOT cover any criminal activity, nor

negligence. Does not prohibit lawsuits. Protects organization for up to the extent of the

assets of the organization.

Does not eliminate the need for insurance!


Risk - Special Precautions*

Antitrust Avoidance Have an antitrust avoidance statement on file. Let legal counsel review activities, minutes.

Apparent Authority Committees/Sections may not usurp the authority of the

Board or chief elected volunteer.

IRS Issues Unrelated Business Income Tax Public request for tax returns.


Board Legal Considerations

Duty of Care Good business judgment at all

times. Due diligence in decision making.

Duty of Loyalty Avoid conflicts of interest.

Duty of Obedience Faithful to the mission and goals. Follow the governing documents.

Documents

R. HarrisBoard Orientation1 Leadership Orientation